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SASA POLYESTER SANAYİ A.Ş.

AGM Information Mar 6, 2024

5949_rns_2024-03-06_44cf5554-c029-4497-8300-b6189b211c31.pdf

AGM Information

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SASA POLYESTER SANAYİ A.Ş. THE BOARD OF DIRECTORS' INVITATION

TO THE ORDINARY GENERAL ASSEMBLY MEETING FOR THE YEAR 2023

Our Company's Ordinary Shareholders General Assembly Meeting for the year 2023 will be held to discuss the agenda below on 28 March 2024, Thursday, at 11:00, at the address of the Company headquarters as Sarıhamzalı Mahallesi,Turhan Cemal Beriker Bulvarı, No:559, Seyhan / Adana.

Shareholders, whose names are included in the shareholder list provided by the Central Registry Agency will be able to attend the General Assembly meeting. Our shareholders who have the right to participate the General Assembly meeting, may attend the meeting at the above mentioned address in person or through representatives or they may prefer to attend the meeting electronically in person or through representatives by using their secure electronic signature through the Electronics General Assembly System provided by the Central Registry Agency.

Shareholders can authorize their representatives by using Electronics General Assembly System or filling the below proxy form which is available at the Company headquarters and our company's website addressed www.sasa.com.tr and notarizing their signature in line with provisions of the Capital Markets Board Communiqué numbered II- 30.1. Shareholders may also represent themselves through submitting the signed proxy form with the notarized signature circular of the shareholders.

For attending General Assembly meeting physically; all shareholders or their representatives should sign the list of attendance and

  • Real person shareholders should submit their ID card.
  • Legal person shareholders should submit their representatives' ID card and authorization documents.
  • Real and legal person's representatives should submit their ID card and representation documents.
  • Representatives authorized through the Electronic General Assembly System should submit ID card.

Our shareholders, who attend the meeting electronically through the Electronics General Assembly System, can get information about procedures and principles regarding participation, authorization of representatives, making proposals, expressing opinions and voting through the link of the Central Registry Agency web site http://www.mkk.com.tr.

Our shareholders and their representatives, who attend the meeting electronically are required to fulfill their obligations in accordance with the provisions of "Regulation on the General Assembly of Joint Stock Companies to be Held via Electronic Media" published on the Official Gazette dated 28 August 2012 and numbered 28395 and "Communiqué on Electronic General Assembly System to be Followed during the General Assembly Meetings of Joint Stock Companies" published on the Official Gazette dated 29 August 2012 and numbered 28396.

Our Company's Consolidated Financial Statements, Annual Activity Report of the Board of Directors, Independent Audit Reports, Profit Distribution Proposal of the Board of Directors, General Assembly Information Document for the year 2023 and compliance reports prepared within the scope of the Capital Markets Board Communiqué numbered II-17.1 on "Corporate Governance" are made available for the shareholders examination at the Electronic General Assembly System section of the Central Registry Agency web site, at the Investors Relation section of the company website addressed www.sasa.com.tr, on the Public Disclosure Platform at www.kap.org.tr, and also at the above address of the Investors Relations Unit of our Company at least three weeks before the meeting.

Our Shareholders are requested with respect to honor the meeting on the mentioned day and time.

SASA POLYESTER SANAYİ A.Ş.

Agenda for the Ordinary General Assembly Meeting for the Year 2023 To Be Held on 28 March 2024, Thursday, at 11:00

    1. Opening and election of Meeting Chairmanship,
    1. Reading, discussion and approval of the Annual Report of the Board of Directors for the year 2023,
    1. Reading the summary of the Auditor's Reports for 2023 accounting period,
    1. Reading, discussion and approval of the Financial Statements for 2023 accounting period,
    1. Acquittal of each Board Member for 2023 activities of the Company,
    1. Determination of the use of 2023 profit and the dividend and earnings share rates to be distributed,
    1. Determination of the number and office term of the members of the Board of Directors, appointment of the members of the Board of Directors, appointment of the independent members of the Board of Directors,
    1. Determination of the wages of the members of the Board of Directors and the rights including remunerations, bonuses and premiums,
    1. Deciding on the selection of the Independent Audit Firm in accordance with the Turkish Commercial Code and the Capital Markets Board regulations,
    1. Updating the Company's Donation and Contribution Policy,
    1. Amending Article 8 titled "Capital" of the Company's Articles of Association, provided that the necessary permissions are obtained from the Capital Markets Board and the Ministry of Trade,
    1. Providing information to the General Assembly about share buy-back transactions realized by the company in 2023,
    1. Providing information to the General Assembly about the donations and grants made in 2023,
    1. Determining the upper limit for donations to be made by the company in 2024,
    1. Providing information to the General Assembly about securities, pledge, mortgage and surety granted in favor of third parties in the year 2023 and the income and benefits thereof,
    1. Granting permission to the chairman and members of the Board of Directors to perform the transactions stipulated under the Articles 395 and 396 of the Turkish Commercial Code.

PROXY FORM

TO THE BOARD OF DIRECTORS OF SASA POLYESTER SANAYİ A.Ş.

I hereby appoint ……………………..………………………………..introduced as detailed below as my proxy authorized to represent me, to vote, to make proposals and to sign the required papers in line with the views I express below at the Ordinary General Assembly of Sasa Polyester Sanayi A.Ş. that will convene on 28 March 2024, Thursday at 11:00 at the address of Sarıhamzalı Mahallesi Turhan Cemal Beriker Bulvarı, No:559, Seyhan / Adana.

The Attorney's (*);

Name Surname / Trade Name :

TR ID Number/ Tax ID Number, Trade Register and Number and MERSİS Number :

(*)Foreign shareholders should submit the equivalent information mentioned above.

A) SCOPE OF REPRESENTATION

The scope of representative power should be defined after choosing one of the options (a), (b) or (c) in the following sections 1 and 2.

1. About the agenda items of General Assembly;

  • a) The attorney is authorized to vote according to his/her opinion.
  • b) The attorney is authorized to vote on proposals of the attorney partnership management.
  • c) The attorney is authorized to vote in accordance with the following instructions stated in the table.

Instructions:

In the event that the shareholder chooses the (c) option, the shareholder should mark "Accept" or "Reject" box and if the shareholder marks the "Reject" box, then he/she should write the dissenting opinion to be noted down in the minutes of the general assembly.

Dissenting
No Agenda Items (*) Accept Reject Opinion
1. Opening and election of Meeting Chairmanship,
2. Reading, discussion and approval of the Annual Report of the Board of
Directors for the year 2023,
3. Reading the summary of the Auditor's Reports for 2023 accounting
period,
4. Reading, discussion and approval of the Financial Statements for 2023
accounting period,
5. Acquittal of each Board Member for 2023 activities of the Company,
6. Determination of the use of 2023 profit and the dividend and earnings
share rates to be distributed,
7. Determination of the number and office term of the members of the
Board of Directors, appointment of the members of the Board of
Directors, appointment of the independent members of the Board of
Directors,
8. Determination of the wages of the members of the Board of Directors
and the rights including remunerations, bonuses and premiums,
9. Deciding on the selection of the Independent Audit Firm in accordance
with the Turkish Commercial Code and the Capital Markets Board
regulations,
10 Updating the Company's Donation and Contribution
Policy,
Dissenting
No Agenda Items (*) Accept Reject Opinion
11. Amending Article 8 titled "Capital" of the Company's Articles of
Association, provided that the necessary permissions are obtained from
the Capital Markets Board and the Ministry of Trade,
12. Providing information to the General Assembly about share buy-back
transactions realized by the company in 2023,
13. Providing information to the General Assembly about the donations and
grants made in 2023,
14. Determining the upper limit for donations to be made by the company
in 2024,
15. Providing information to the General Assembly about securities, pledge,
mortgage and surety granted in favor of third parties in the year 2023
and the income and benefits thereof.
16. Granting permission to the chairman and members of the Board of
Directors to perform the transactions stipulated under the Articles 395
and 396 of the Turkish Commercial Code.

(*) All items in the General Assembly Agenda should be listed. If the minority has a different draft resolution, the opinion for this draft resolution should also be indicated in the proxy form.

2. Special instruction related to other issues that may come up during General Assembly meeting and rights of minority:

  • a) The attorney is authorized to vote according to his/her opinion.
  • b) The attorney is not authorized to vote on these matters.
  • c) The attorney is authorized to vote for the items in accordance with the special instruction.

SPECIAL INSTRUCTIONS; The special instructions (if there is any) to be given by the shareholder to the attorney are stated herein.

B) The shareholder specifies the shares to be represented by the attorney by choosing one of the following.

1. I hereby confirm that the attorney represents the shares specified in detail as below

  • a) Order and Serial (*):
  • b) Number/Group (**):
  • c) Amount-Nominal Value :
  • ç) Privilege on Vote or not:
  • d) Bearer- Registered (*):
  • e) Ratio of the total shares/voting rights of the shareholder:

(*)Such information is not required for dematerialized shares.

(**)For dematerialized shares, information related to the group will be given instead of numbers.

2. I hereby confirm that the attorney represents all my shares on the list, prepared by MKK (Central Registry Agency) the day before the Meeting, concerning the shareholders who could attend the General Assembly meeting.

SHAREHOLDER'S NAME SURNAME OR TITTLE: (*)

TR ID Number/ Tax ID Number, Trade Register and Number andMERSİS Number: Address:

(*)Foreign shareholders should submit the equivalent information mentioned above.

SASA POLYESTER SANAYİ A.Ş. AMENDMENT DRAFT ARTICLES OF ASSOCIATION

PREVIOUS VERSION NEW VERSION
CAPITAL CAPITAL
Article 8: Article 8: The Company has adopted the
Authorised Capital System in accordance with the
provisions of the Capital Market Law, and has shifted to
this system with the permission of the Capital Markets
Board, dated 13 April 1999 with no.35/413.
Article 8: Article 8: The Company has adopted the
Authorised Capital System in accordance with the
provisions of the Capital Market Law, and has shifted to
this system with the permission of the Capital Markets
Board, dated 13 April 1999 with no.35/413.
The upper limit of authorised capital of the Company is
TRY 15.000.000.000 (fifteen billion Turkish Liras),
divided
into
1.500.000.000.000
(one
trillion
five
hundred billion) registered shares, with a par value of
Kr 1 (one Kuruş) each.
The upper limit of authorised capital of the Company is
TRY 60.000.000.000 (sixty
billion Turkish Liras),
divided into 6.000.000.000.000 (six
trillion)
registered
shares, with a par value of Kr 1 (one Kuruş) each.
The permission given by the Capital Markets Board for
authorized capital upper limit is valid for 2023-2027 (5
years). Even if the permitted upper limit of authorised
capital cannot be reached at the end of the year 2027, in
order to increase the capital with the Board of Directors'
resolution after the year 2027, it is compulsory to obtain
authorization from the General Assembly for a new
period up to five years by obtaining permission from the
Capital Markets Board for previously permitted upper
limit or for a new upper limit. In case such authorization
is not obtained, the Company shall not be allowed to
increase its capital, by the Board of Directors' decision.
The permission given by the Capital Markets Board for
authorized capital upper limit is valid for 2024-2028
(5
years). Even if the permitted upper limit of authorised
capital cannot be reached at the end of the year 2028, in
order to increase the capital with the Board of Directors'
resolution after the year 2028, it is compulsory to obtain
authorization from the General Assembly for a new
period up to five years by obtaining permission from the
Capital Markets Board for previously permitted upper
limit or for a new upper limit. In case such authorization
is not obtained, the Company shall not be allowed to
increase its capital, by the Board of Directors' decision.
The
issued
capital
of
the
Company
is
TRY
5,321,653,794.10 TL
(Five
billion
three
hundred
twenty-one million six hundred fifty-three thousand
seven hundred and ninety-four Turkish Lira ten kurus)
and this issued capital has been fully paid, free of
collusion.
The
issued
capital
of
the
Company
is
TRY
5,321,653,794.10 TL
(Five
billion
three
hundred
twenty-one million six hundred fifty-three thousand
seven hundred and ninety-four Turkish Lira ten kurus)
and this issued capital has been fully paid, free of
collusion.
The shares representing the capital, shall be monitored
in electronic environment within the framework of
dematerialization principles.
The shares representing the capital, shall be monitored
in electronic environment within the framework of
dematerialization principles.
In accordance with the provisions of the Capital Market
Law, whenever it deems necessary, the Board of
Directors shall be authorized to increase the issued
capital by issuing new shares up to the upper limit of
authorised capital, and to decide on issuance of share
with premium or below their nominal value by
restricting the shareholders' pre-emptive rights.
The power to restrict the pre-emptive rights of
shareholders may not be used in a manner causing
inequality between the shareholders.
In accordance with the provisions of the Capital Market
Law, whenever it deems necessary, the Board of
Directors shall be authorized to increase the issued
capital by issuing new shares up to the upper limit of
authorised capital, and to decide on issuance of share
with premium or below their nominal value by
restricting the shareholders' pre-emptive rights.
The power to restrict the pre-emptive rights of
shareholders may not be used in a manner causing
inequality between the shareholders.
The
share
amounts corresponding
to
the
capital
subscribed in cash, shall be paid in advance and in full
during the commitment.
The
share
amounts
corresponding
to
the
capital
subscribed in cash, shall be paid in advance and in full
during the commitment.

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